Terms of Use | Measurement Tools for the Social Sector

True Impact^® Master Subscription Agreement

THIS MASTER SUBSCRIPTION AGREEMENT IS BINDING BETWEEN TRUE IMPACT AND YOU. BY SIGNING THE AGREEMENT, OR BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THE TRUE IMPACT SERVICES. IF YOU ARE AN INDIVIDUAL ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT SIGN THIS AGREEMENT OR YOU MUST SELECT THE “I DECLINE” BUTTON, AND YOU MAY NOT USE THE SERVICE.

Capitalized terms used in this Agreement without definition shall have the meanings given to them in Section 25 (Definitions) below.

Your registration for, or use of, the Service shall be deemed to be Your acceptance of the terms of and agreement to be bound and abide by this Agreement, as amended from time to time. This Agreement includes any materials available on the True Impact website incorporated by reference herein, including but not limited to True Impact’s Privacy Policy. Please read this Agreement carefully. If You do not accept these terms, do not use this Service. Any use by You of the Service indicates Your acceptance of and agreement to be bound by this Agreement. We may amend or modify this Agreement at any time. We will notify You of any material changes through the Service or via email. Your continued use of the Service following such notice indicates Your acceptance of the updated terms. Non-material updates (such as clarifications or formatting changes) may be made without notice, so you should visit this page periodically to review the most current version.

1. License Grant and Restrictions

The True Impact Service provides (a) solutions for objective social impact measurement to help both funders and nonprofits demonstrate the value of their philanthropic investments, guide more successful investments, and drive continuous improvement, and (b) a network of donors and nonprofit organizations to facilitate the exchange of social impact data for reporting and analysis.

True Impact hereby grants You a non-exclusive, non-transferable, worldwide right to use the Service, solely for Your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to You are reserved by True Impact and its licensors.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. Licenses to use the Service are granted on a per User basis. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You may use the Service only for internal business purposes and shall not: (i) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or volatile of third party privacy rights; (ii) send or store material containing software viruses, worms, Trojan horses, malware or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iv) attempt to gain unauthorized access to the Service or its related systems or networks.

2. Your Responsibilities

You are responsible for all activity occurring under Your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify True Impact immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to True Impact immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by You or Your Users; and (iii) not impersonate another True Impact user or provide false identity information to gain access to or use the Service.

You represent that (a) You own or otherwise have the rights to all Customer Data and data that You provide to True Impact hereunder and have the right to disclose the same to True Impact for the purposes set forth in this Agreement; (b) such information is accurate and complete; (c) such information is not slanderous, defamatory, violative of any third party’s proprietary rights (including any right to privacy or publicity); and (d) such information or the provision thereof to True Impact does not incite violent or illegal activities or violate any federal, state or local law or regulation.

3. Account Information and Data

True Impact does not own and is not responsible for any Customer Data that You submit to the Service in the course of using the Service. You, not True Impact, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and True Impact shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. You hereby acknowledge and agree that neither You nor Your Users will disclose to or incorporate any personally identifiable information into the True Impact Services except to the limited extent such information is expressly requested by True Impact in order to set up or administer Your account (e.g., name, email, telephone number, title and company name).

4. Privacy

Your use of the Services is subject to True Impact’s Privacy Policy, as amended and in effect from time to time, which may be viewed at http://www.trueimpact.com/privacy-policy. We may amend or modify our Privacy Policy at any time without notice to You, so You should check it periodically to review the most current version.

5. Intellectual Property Ownership

True Impact alone (and its licensors, where applicable) own all right, title and interest, including all related Intellectual Property Rights, in and to the True Impact Technology, the Content (including any data submitted by organizations using True Impact’s measurement and reporting services, such as impact data, outcome metrics, and program information, which may be added to True Impact’s benchmarking libraries or otherwise used for anonymous research, benchmarking, analytics, or product development purposes, in accordance with True Impact’s Privacy Policy and Benchmarking Code of Conduct, which may be viewed at http://www.trueimpact.com/terms-of-use/code-of-conduct), the Service, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, the True Impact Technology, any content or data created by True Impact when providing its services, or the Intellectual Property Rights owned by True Impact. The True Impact name, the True Impact logo, and the product names associated with the Service are trademarks of True Impact or third parties, and no right or license is granted to use them.

6. Confidential Information and Nondisclosure

If either You or True Impact gain access to certain confidential information of the Party (“Disclosing Party”) concerning the Disclosing Party’s prices, business, plans, technology, products, and other non-public information of the Disclosing Party (collectively, “Confidential Information”), then the terms of this Section will apply. Confidential Information includes all information in tangible or intangible form that is marked or designated as confidential by the Disclosing Party or that, under the circumstances of its disclosure, should be considered confidential. The Disclosing Party owns all right, title and interest, including all intellectual property rights in Disclosing Party’s Confidential Information. Each Party agrees that it will not use in any way, for its own benefit or the benefit of any third party, except as expressly permitted by, or as required to implement, this Agreement, nor disclose to any third party (except as required by law or to such Party’s attorneys, accountants and other advisors as reasonably necessary), any Confidential Information of the Disclosing Party. Each Party will take reasonable precautions to protect the confidentiality of the Confidential Information of the Disclosing Party that are at least as stringent as it takes to protect its own Confidential Information, but no less than a reasonable standard of care.

Information will not be deemed Confidential Information under this Agreement if it is (a) known to the Receiving Party prior to its receipt from the Disclosing Party from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) to have become publicly known through no wrongful act of the receiving party, except through a breach of this Agreement by the Receiving Party; (c) had been rightfully received from a third party with the right to make such a disclosure; (d) to have been entirely independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party; or (e) has been approved for release by the disclosing party’s prior written authorization. If legally obligated to do so, the Receiving Party may disclose Confidential Information pursuant to the requirements of a governmental agency or applicable law, provided that the receiving party provides prompt advanced notice to the disclosing party to enable the disclosing party to seek a protective order or otherwise limit or prevent the disclosure.

Receiving Party agrees to: (a) maintain Disclosing Party’s Confidential Information in confidence and limit disclosure on a need-to know basis and (b) take all responsible precautions to prevent unauthorized disclosure

The parties may disclose the terms of the Agreement in confidence to their respective legal counsel, accountants, bankers, and financing sources as necessary in order to obtain services from such third parties. The obligations stated in this Section shall survive the termination of this Agreement.

7. Third Party Interactions

During use of the Services, You may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. In addition, You may interact with third parties via links to third party websites made available via the True Impact Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between You and the applicable third-party. True Impact and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between You and any such third-party. True Impact does not endorse any sites on the Internet that are linked through the Service. True Impact provides these links to you only as a matter of convenience, and in no event shall True Impact or its licensors be responsible for any content, products, or other materials on or available from such sites.

8. Charges and Payment of Fees

You shall pay all fees and charges to Your account in accordance with the fees, charges, and billing terms in effect as set forth in the applicable Ordering Document. You shall make payment within thirty (30) days after Your receipt of the proper original invoice or receipt of license or performance of Services, whichever is later. All pricing terms other than those which are publicly listed on our website or on the Service are confidential, and You agrees not to disclose them to any third party.

9. Billing and Renewal

Fees for other services will be charged on an as-quoted basis. All fees and charges are payable in United States dollars.

You will provide True Impact with complete and accurate billing and contact information. This information includes Your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact You agree to update this information within thirty (30) days of any request by True Impact. If the contact information provided is false or fraudulent, True Impact reserves the right to terminate access to the Service in addition to any other legal remedies.

Within ninety (90) days prior to the expiration of the current term and any renewal term for the True Impact Services, True Impact will notify You of the upcoming expiration and any proposed charges for the renewal term. The proposed charges for any True Impact service renewal term will not exceed the charges for the prior year, plus the lesser of (i) three percent (3%) of such prior year’s charges or (ii) the increase in True Impact’s list prices. Except as expressly provided otherwise, there will be no other increase in True Impact charges. The provision of True Impact services and platform will automatically renew at the end of the Initial Term and any renewal term, unless: (i) You notify True Impact in writing at least sixty (60) days prior to the expiration of the Initial Term or the then-current renewal term that You do not desire to renew; (ii) You fail to pay the undisputed True Impact charges required under this Agreement and fails to cure such non-payment within ten (10) days’ notice from True Impact. Upon renewal, all terms and conditions of this Agreement, including the requirement to pay all applicable fees timely and in full, shall be binding and non-cancellable for the duration of each renewal term.

If You believe the invoice is incorrect, You must contact True Impact in writing within thirty (30) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

10. Non-Payment and Suspension

In addition to any other rights available to True Impact at law or in equity, True Impact reserves the right to suspend or terminate this Agreement and Your access to the Service if Your account becomes delinquent (falls into arrears) by giving at least ten (10) business days advance written notice of True Impact’s intent to suspend or terminate Your license and/or access to the Service.

True Impact reserves the right to impose a reconnection fee in event Your license or access to the Service is suspended and thereafter request access to the Service. You agree and acknowledge that True Impact has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if the account is delinquent.

True Impact may also suspend access to the Service immediately if You engage in unlawful conduct, violate this Agreement, or pose a security risk, provided that True Impact will use reasonable efforts to notify You and provide an opportunity to cure where appropriate.

11. Termination upon Expiration/Reduction in Number of Licenses

This Agreement commences on the Effective Date. The Initial Term will be as set forth in the applicable Ordering Document between the parties, commencing on the date You agree to pay for the Service. Either party may terminate this Agreement or reduce the number of User licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of Your breach), True Impact will make available to You a file of readily exportable Customer Data within thirty (30) days of termination if so requested at the time of termination. You agree and acknowledge that True Impact has no obligation to retain the Customer Data, and may delete such Customer Data, more than thirty (30) days after termination.

12. Termination for Cause

Any uncured breach of either party’s obligations or unauthorized use of the True Impact Technology or Service will be deemed a material breach of this Agreement. Either party may terminate this Agreement or any Ordering Document if the other party materially breaches any of its material obligations of this Agreement and fails to cure such breach within five (5) days after receiving written notice of the breach. In addition, True Impact may terminate a free account at any time. Upon termination of this Agreement by True Impact for Your breach, You shall cease all use of the License and Services. You will be responsible for payment for all Services provided and all Licenses that have been accepted by You prior to the Effective Date of termination. Termination is not an exclusive remedy for breach and is in addition to other rights or remedies that may be available. All fees are non-refundable, and termination of this Agreement by either party shall not relieve You of the obligation to pay any fees accrued or payable to True Impact prior to the effective date of termination.

13. Warranties

True Impact warrants, represents and covenants to You that:

(a) True Impact will provide the Services in a workmanlike manner in accordance with applicable industry standards. True Impact will comply with all applicable federal, state and local laws, statutes, ordinances, rules, regulations and orders in regard to its obligations hereunder.

(b) Throughout the Term of this agreement, True Impact shall maintain a commercially reasonable disaster recovery plan, periodically update and test the operability of its plan no less than every twelve (12) months. Such plan will include, at minimum, that (i) True Impact will notify You promptly and in any event within twenty-four (24) hours of any disaster that could materially and negatively impact Your access to the Services (the “Disaster Notice”); (ii) True Impact will provide You, within forty-eight (48) hours of said Disaster Notice, a plan to continue providing the Services in accordance with this Agreement, and (iii) True Impact will use commercially reasonable efforts to restore full Services as soon as reasonably practicable, typically within seventy-two (72) hours of the initial Disaster Notice. In the event of a disaster (including any event that constitutes a force majeure event), True Impact shall implement all necessary disaster recovery plans.

Disclaimer. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND TO THE OTHER PARTY WITH RESPECT TO THE APPLICATIONS OR SERVICES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

14. Internet Delays

THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TRUE IMPACT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

15. Limitation of Liability

TO THE GREATEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL (A) EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU TO TRUE IMPACT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM; AND (B) EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER COMMERCIAL OR ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. Laws and Export Control

True Impact provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The User of True Impact’s services acknowledges and agrees that the services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated

Nationals are subject to change without notice. By using the Service, You represent and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all United States and foreign export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

True Impact’s Services may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

True Impact and its licensors make no representation that the Service is appropriate or available for use in locations other than the United States. If You use the Services from outside the United States, You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Services, is or will be used for nuclear activities, chemical or biological weapons or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

17. Notice

True Impact may give notice by means of a general notice on the Services, electronic mail to Your e-mail address on record in True Impact’s account information, or by written communication sent by first class mail or pre-paid post to Your address on record in True Impact’s account information. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to True Impact (such notice shall be deemed given when received by True Impact) at any time by any of the following: letter sent by confirmed facsimile to True Impact at the following fax number: (617) 848-9944; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to True Impact at the following address: True Impact, Inc., 59 Dartmouth Ave., Needham Heights, MA 02494 addressed to the attention of: Chief Financial Officer.

18. Modification to Terms

This Agreement and any nondisclosure agreement entered between You and True Impact contain the entire understanding between True Impact and You with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, dealing, and negotiations. No modification, alteration, or amendment shall be effective unless made in writing, dated, and signed by duly authorized representatives of both parties. No waiver of any breach hereof shall be held to be a waiver of any other subsequent breach. Each party’s right and obligations herein are in addition to any other rights and remedies provided by law or in equity, subject to Section 16 (Limitation of Liability). If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect the validity of the remaining provision.

19. Assignment; Change in Control

This Agreement may not be assigned by either party without the prior written approval of the other, which shall not be unreasonably withheld. This agreement may be assigned without Your written consent by True Impact to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of You that results or would result in a direct competitor of True Impact directly or indirectly owning or controlling fifty percent (50%) or more of You shall entitle True Impact to terminate this Agreement for cause immediately upon written notice.

20. Permission to Use Your Name

As True Impact’s Services include the facilitation of information sharing and benchmarking among organizations, You agrees that True Impact may publicly identify You as a participant in these Services to enable existing and prospective participants to properly contextualize the value of the information-sharing and benchmarking services.

21. General

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts and United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between You and True Impact as a result of this agreement or use of the Service. The failure of True Impact to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by True Impact in writing. This Agreement, together with any applicable Ordering Document, comprises the entire agreement between You and True Impact and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrections, fires, flood, storm, explosions acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause beyond the reasonable control of such party.

Any provision of this Agreement found to be illegal or unenforceable shall be deemed severed, and the balance of this Agreement shall remain in full force and effect.

Neither party’s right to require performance of the other party’s obligations hereunder shall be affected by any previous waiver, forbearance or course of dealing, unless or only to the extent of any waiver given in writing. Failure or delay by either party to exercise any of its rights, powers of remedies hereunder shall not constitute a waiver of those rights, power or remedies, or the single or partial exercise of any other right, power or remedy.

22. Copyrights and Copyright Agent

You agree to abide by the Digital Millennium Copyright Act and any other applicable law, rule, or regulation.

23. Indemnification

True Impact hereby agrees to indemnify and hold harmless You and Your affiliates, and any of the officers directors, employees or agents from and against any and all third party claims, expense actions, claims, and damages, including, without limitation, reasonable attorney’s fees, (collectively “Claims”) that the Software and/or Service infringes any patent, trademark, or other intellectual property right of a third party resulting in any final judgment, award, settlement, including attorney’s fees and/or other costs or expenses awarded by a court of competent jurisdiction provided that You; (i) provide prompt notification to True Impact of such Claims in writing as not to prejudice the defense of such Claims, (ii) give True Impact the right to control and direct investigation, preparation, defense, and settlement of any Claims, provided such settlement shall not impose any liability or obligation upon You without Your prior written consent, and (iii) gives assistance and full cooperation for the defense of same.

Should it be determined that the Services infringe upon the intellectual property right of a third party, True Impact, at its sole cost and discretion may; (i) obtain for You rights to use the Services, (ii) replace or modify the Services so it becomes non-infringing, (iii) obtain an equivalent replacement that performs the same functionality of the Services, or (iv) should options (i), (ii), or (iii) not be sufficient to remedy the infringement, upon return of the Software and/or Service, refund all fees paid by You for the Services and terminate this Agreement.

The foregoing indemnification shall only apply to the extent that the infringement is the sole responsibility of You and shall not apply in the event that the infringement results from the use of the Services in combination with other products or services not authorized or provided by Vendor. The foregoing indemnification provisions represent True Impact’s entire liability and Your sole and exclusive remedy in the event of a Claim hereunder.

You agree to indemnify and hold harmless True Impact, its affiliates, and their respective officers, directors, employees, and agents from and against any and all Claims arising out of or related to: (i) Your breach of this Agreement, (ii) Your use of the Services in violation of applicable law, or (iii) any Customer Data submitted or used in connection with the Services that infringes or misappropriates any third party’s intellectual property rights or violates applicable data protection laws.

24. Entire Agreement

This Agreement, including the Statement(s) of Work and Privacy Notice, constitutes the entire agreement between the parties pertaining to the subject matter described in this Agreement and superseded all oral or written prior statements, representations, discussions, negotiations and agreements. No provisions in any Ordering Document, or in any other business forms employed by or on behalf of either party in connection with this matter contemplated by this Agreement shall affect the terms and conditions of this Agreement, and no supplement or amendment of this Agreement shall be finding, unless executed in writing by both parties and specifically referencing the supplementing or amendment of this Agreement.

25. Definitions

As used in this Agreement and in any Ordering Document now or hereafter associated herewith:

“Agreement” means these online terms of use, any Ordering Document, whether written or submitted online via the Online Order Center, and any materials available on the True Impact website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by True Impact from time to time in its sole discretion;

“Content” means the audio and visual information, documents, software, products and services contained or made available to You in the course of using the Service;

“Customer Data” means any data, information or material provided or submitted by You to the Service in the course of using the Service;

“Effective Date” means the earlier of either the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed or the date You begin using the Service;

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

“Licensee” means the person or entity entering into this Agreement with True Impact and accessing the True Impact Service(s);

“License Administrator(s)” means those Users designated by You who are authorized to purchase licenses online using the Online Order Center or by executing written Ordering Document and to create User accounts and otherwise administer Your use of the Service;

“License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Ordering Document(s);

“Ordering Document(s)” means the form evidencing the initial subscription for the Service and any subsequent ordering document submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Ordering Document to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Ordering Document, the terms of this Agreement shall prevail);

“Online Order Center” means True Impact’s online application that allows the License Administrator designated by You to, among other things, add additional Users to the Service;

“Service(s)” means True Impact’s services identified during the ordering process, developed, operated, and maintained by True Impact, accessible via http://www.trueimpact.com or another designated web site or IP address, or ancillary online or offline products and services provided to You by True Impact, to which You are being granted access pursuant to this Agreement;

“Term” means the period during which You are obligated to pay for the Service (including any initial period and any renewal periods set forth in an Ordering Document;

“True Impact” means True Impact, Inc., a Delaware Public Benefit Corporation, having its principal place of business at 59 Dartmouth Ave., Needham Heights, MA 02494;

“True Impact Technology” means all of True Impact’s proprietary technology (including software, hardware, products, processes, algorithms, user interlaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by True Impact in providing the Service; and

“User(s)” means Your employees, representatives, consultants, or agents who are authorized to use the Service and have been supplied user identifications and passwords by You (or by True Impact at Your request).

If You have any questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@trueimpact.com.

Last Updated: October 7, 2025

True Impact® Master Subscription Agreement